Common use of Operation of Parent’s Business Clause in Contracts

Operation of Parent’s Business. (a) During the Pre-Closing Period: (i) Parent shall ensure that it conducts its business and operations (A) in the ordinary course and in accordance with past practices and (B) in substantial compliance with all applicable Legal Requirements and the material requirements of all material contracts; and (ii) Parent shall use commercially reasonable efforts to ensure that it preserves intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with Parent. By way of amplification and without limitation, neither Parent nor any of its subsidiaries shall, between the date hereof and the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Company:

Operation of Parent’s Business. (a) During the Pre-Closing Period: (i) Parent shall ensure that it conducts conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in substantial compliance with all applicable material Legal Requirements and the material requirements of all material contractsMaterial Contracts to which Parent is a party; and (ii) Parent shall use commercially reasonable efforts to ensure that it preserves intact its current business organization, keeps available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with Parent. By way ; and (iii) Parent shall promptly notify the Company of amplification and without limitationany Legal Proceeding commenced or, neither Parent nor any of its subsidiaries shallto Parent's knowledge, between the date hereof and the Effective Timethreatened in writing against, directly relating to or indirectly doinvolving or otherwise affecting, or propose to do, any of the following without the prior written consent of Company:Parent.